Approval of minutes by director absent at meeting

If a director was absent at a meeting say on June 1 and the board is then considering the June 1 minutes at the June 25 meeting, can the director who was absent at the June 1 meeting approve the minutes or should he abstain because he was not present at the June 1 meeting?

According to Robert's Rules of Order, directors who were absent may approve the minutes.

Ahh, the two words that make life difficult - can & should.

Can he approve, yes. As a director he is allowed (and entitled) to cast a vote on all matters requiring a vote before the board.

Should he abstain - that's a matter of perception.

Any Director has a right to cast a vote in the affirmative (yea), in the negative (nay) or to abstain from voting. It's their decision. Should they have abstained? that's an opinion based on the perception and personal opinion of the individual asking the question. That perception has zero basis on the the Director choosing to exercise the option of abstaining or not.

Typically minutes are first read. Then there are motions to amend (if needed) with votes on each motion. Then there is a vote of approving the minutes as amended.

Personally, it's my opinion that if the Director wasn't at the previous meeting, they should abstain from any vote to amend the minutes (as they really don't know what was or wasn't said). However, once any motions to amend are done, I see no harm in them voting to accept or reject the minutes (as it's likely they will vote with the majority of the Directors).

They would be approving that they accept the minutes as being an accurate account of what happened at the previous meeting.

Two sides of the same coin, they have no basis to believe that the minutes are accurate or inaccurate. Therefore, typically, they are taking the word of the other directors and the secretary (who is intrusted with taking accurate minutes) that the minutes are accurate.

Remember Roberts Rules of Order is only a guide unless a State law or your governing documents require that they be followed. Most Associations used modified versions of the rules. What I mean by that is that they follow the rules as they understand them but do not strictly adhere to their procedures. (i.e. every issue might not be in the form of a motion, every motion might not be seconded, etc.).

Aaaahhhh, you're going to make me go to the book, aren't you?

OK. I was stating my personal opinion, not Roberts Rules.

Tim is correct, a director may vote however he pleases, or he may abstain, according to his conscience. There is nothing in Roberts Rules that states that a director must abstain if he wasn't present at the meeting.

However, Roberts Rules does say that a formal vote to approve the minutes is not necessary (although it is permissible). If copies of the minutes have been provided beforehand, the chair (or president) can say "since the minutes have been previously distributed, unless there is no objection we will dispense with the reading of the minutes." If no one objects, the chair goes on. Whether or not the minutes are read, the chair can then simply ask, "are there any corrections to the minutes?" Corrections are normally handled by unanimous consent with no formal vote being taken. Following this, the chair can state something like, "if there are no (further) corrections, the minutes stand approved (as corrected)." Again, approval is by unanimous consent unless someone objects. No formal vote is taken, thus there is no "abstention". This implies that the director who was absent is consenting to the approval of the minutes. He is not likely to object since he was not present at the meeting.

Another excellent source is the Roberts Rules Official Site, Question and Answer Forum. This forum is monitored by Daniel Honemann, one of the editors/authors of Roberts Rules. It's the source I usually use.

If the other board members who were present have no objection to entering that into the minutes, I don't see any problem with it.

They can, as any Director may make a motion.

When that happens, the rest of the Board should look at the Director in utter disbelief and say "What? You weren't even at the meeting. How can you justify asking that what took place at a meeting you couldn't attend be changed?"

BTW - it's best to start a new thread then to reactivate an old thread (in this case one that is about 3 years old). The reason is that your question may be lost as people try to respond to the initial question.